UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 4, 2017

 

ATRM Holdings, Inc.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Minnesota   001-36318   41-1439182
(State or other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

5215 Gershwin Ave. N., Oakdale, Minnesota   55128
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (651) 704-1800

 

N/A
(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information set forth in Item 5.03 is incorporated into this Item 3.03 by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 4, 2017, ATRM Holdings, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation (the “Existing Charter”) with the Office of the Secretary of State of the State of Minnesota amending the Existing Charter, effective immediately upon filing:

 

(i) to increase the number of authorized shares of the Company’s capital stock from 3,200,000 to 10,000,000, and make corresponding changes to the number of authorized shares of the Company’s common stock and preferred stock (the “Authorized Shares Amendment”);
   
(ii) to effect a 4-for-1 forward stock split of the Company’s 10.00% Series B Cumulative Preferred Stock (the “Forward Split Amendment”); and
   
(iii) to effect an extension to December 5, 2020 of the provisions of the Existing Charter designed to protect the tax benefits of the Company’s net operating loss carryforwards by generally restricting any direct or indirect transfers of the Company’s common stock that increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Existing Charter) from less than 4.99% to 4.99% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the Company’s common stock (the “Extended Protective Amendment”).

 

Each of the Authorized Shares Amendment, the Forward Split Amendment and the Extended Protective Amendment was approved by the Company’s Board of Directors and by the Company’s shareholders. The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The following matters were submitted to a vote of the Company’s shareholders at the Company’s 2017 Annual Meeting of Shareholders held on December 4, 2017 (the “Annual Meeting”): (i) the election of six directors to serve until the Company’s 2018 Annual Meeting of Shareholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) the approval of the Authorized Shares Amendment; (iv) the approval of the Forward Split Amendment; (v) the approval of the Extended Protective Amendment; and (vi) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The number of shares of the Company’s common stock outstanding and eligible to vote as of November 7, 2017, the record date for the Annual Meeting, was 2,396,219.

 

Each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote of the Company’s shareholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:

 

 
 

 

Proposal 1

Election of Directors

 

Director Nominees

  For     Withheld     Broker
Non-Votes 		 
Jeffrey E. Eberwein     1,549,872       37,665       127,285  
James Elbaor     1,551,157       36,380       127,285  
Mark Hood     1,551,217       36,320       127,285  
Daniel M. Koch     1,549,617       37,920       127,285  
Rodney Schwatken     1,551,167       36,370       127,285  
Galen Vetter     1,547,899       39,638       127,285  

 

Proposal 2   For     Against     Abstain     Broker
Non-Votes 		 
Ratification of the appointment of Boulay PLLP     1,711,027       2,485       1,310       —  

 

Proposal 3   For     Against     Abstain     Broker
Non-Votes 		 
Authorized Shares Amendment     1,537,553       49,394       590       127,285  

 

Proposal 4   For     Against     Abstain     Broker
Non-Votes 		 
Forward Split Amendment     1,536,080       47,997       3,460       127,285  

 

Proposal 5   For     Against     Abstain     Broker
Non-Votes 		 
Extended Protective Amendment     1,585,230       1,897       410       127,285  

 

Proposal 6   For     Against     Abstain     Broker
Non-Votes 		 
Advisory vote on compensation of named executive officers     1,524,908       40,852       21,777       127,285  

 

Item 9.01 Financial Statements and Exhibits.

 

(d)         Exhibits .

 

Exhibit No.   Description
3.1   Articles of Amendment to the Amended and Restated Articles of Incorporation of ATRM Holdings, Inc.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ATRM HOLDINGS, INC.
   
Dated: December 7, 2017 By: /s/ Stephen A. Clark
  Name: Stephen A. Clark
  Title: Chief Financial Officer

 

 
 

 

 

 

Exhibit 3.1

 

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED Articles OF INCORPORATION

OF

ATRM Holdings , INC.

 

I, Daniel M. Koch, the President of ATRM Holdings, Inc., a Minnesota corporation (this “Corporation”), do hereby certify that the following resolutions were adopted by the directors and shareholders, pursuant to Minnesota Statutes, Chapter 302A:

 

RESOLVED, that Article VI, Section 6.1 of the Articles of Incorporation of this Corporation shall be amended in its entirety to read as follows:

 

Shares, Classes and Series Authorized . The aggregate number of shares which the Corporation shall have the authority to issue shall be ten million (10,000,000) shares, of which (i) seven million five hundred thousand (7,500,000) shares shall be Common Stock, par value $0.001 per share (the “Common Stock”), and (ii) two million five hundred thousand (2,500,000) shares shall be preferred stock, of which preferred shares three thousand (3,000) shares are designated as Series A Junior Participating Preferred Stock, par value $0.001 per share, and two million (2,000,000) shares are designated as 10.00% Series B Cumulative Preferred Stock, par value $0.001 per share. The common voting shares shall be of the same class and series with equal rights and preferences unless the Board of Directors shall establish one or more separate classes or series. The undesignated preferred shares shall be issued in such classes or series and shall have such voting rights and preferences or restrictions, including without limitation, rights, preferences and restrictions as to redemption, distributions and conversion, as the Board of Directors may establish.

 

Effective upon filing these Articles of Amendment with the Secretary of State of the State of Minnesota, a 4-for-1 forward stock split for each share of 10.00% Series B Cumulative Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), issued and outstanding as of the filing of these Articles of Amendment, shall automatically and without any action of the part of the holders thereof occur (the “Forward Stock Split”). Pursuant to the Forward Stock Split, each one (1) share of Series B Preferred Stock shall be reclassified and changed into four (4) shares of Series B Preferred Stock, having a par value of $0.001 per share and a stated value of $25.00 per share.

 

RESOLVED, that Article 12, Section 12.1(ix) of the Articles of Incorporation of this Corporation shall be amended in its entirety to read as follows:

 

(ix) “Expiration Date” means the earliest of (i) the close of business on December 5, 2020, (ii) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Article 12 is no longer necessary or desirable for the preservation of Tax Benefits, (iii) the close of business on the first day of a taxable year of the Corporation as to which the Board of Directors determines that no Tax Benefits may be carried forward or (iv) such date as the Board of Directors shall fix in accordance with paragraph (l) of this Article 12.

 

IN WITNESS WHEREOF, the undersigned has executed this Amendment this 4 th day of December, 2017.

 

  ATRM Holdings, Inc.
     
  By: /s/ Daniel M. Koch
  Name: Daniel M. Koch
  Title: President